TIDMBRD
RNS Number : 5658Y
BlueRock Diamonds PLC
07 September 2022
BlueRock Diamonds PLC / AIM: BRD / Sector: Natural Resources
7 September 2022
BlueRock Diamonds Plc ("Bluerock" or the "Company")
Interim Results
BlueRock Diamonds, the AIM listed diamond mining company, which
owns and operates the Kareevlei Diamond Mine ('Kareevlei') in the
Kimberley region of South Africa, is pleased to announce its
interim results for the six months ended 30 June 2022 .
OVERVIEW - June 2022 versus June 2021
Operational Results
-- 18% increase in tonnes processed to 260k
-- 20% decrease in grade to 3.22 cpht
-- 7% decrease in carats produced to 8,214
-- 48% increase in sales price to US$629 per carat
Capital Projects
-- Development to open up the Main Pit at depth continued with
1.1 million tonnes ('Mt') of waste mined, up 78% year-on-year
('yoy')
-- Commissioned the new plant at the end of 2021 with a gradual build-up of production volumes
-- High-Level Review undertaken in June recommending changes to
further de-risk mining and plant in the wet season
Financials
-- 45% increase in revenue to GBP4,079,000 (2021: GBP2,817,000) driven by higher diamond prices
-- Operating loss of GBP783,000 (2021: GBP539,000), a result of
reduced production and higher costs
-- Loss before taxation was GBP23,000 (2021: GBP513,000)
CHAIRMAN'S STATEMENT
The key drivers for the first half of the year were to continue
with the increased mining development in the Main Pit (KV1 and KV2)
and to ramp up production in the expanded 1 million tonne per annum
('Mtpa') processing plant, which had been largely commissioned in
late 2021. Unfortunately, the mine experienced extreme weather
conditions for the first five months of the year, the third year in
a row that Kareevlei has had rainfall significantly above the
long-term average (+214%). Consequently, management is now
considering how to mitigate against what appears to be extreme
changes in the environment.
To complicate matters further, the wet season extended into May
and June 2022 with rainfall of 106mm; in past years these have been
dry months. As a consequence, although the total development tonnes
were materially up on 2021, they were significantly down on target,
which resulted in the operation having limited tonnage of pure
kimberlite and having to feed lower grade and difficult to handle
material throughout the period under review.
The market remained robust with a major spike in the prices in
Q1, due mainly to the concerns on the rough diamond supply side
driven by the war in Ukraine. It appears to have stabilised in Q2
with the retail side influenced by the impact of inflation on
disposable income and the Covid shutdowns in China, however, we are
still seeing very positive prices and it is forecast the supply
side will remain tight for the foreseeable future.
Despite a drop off in the recovery of larger diamonds, which we
would associate with the poorer feed, the Company has averaged
US$629 per carat (HY 2021: $436 per carat) in the period under
review. Pleasingly, post period end in Q3 we are seeing an increase
in the recovery of high-value stones.
The financial results and cash position, despite the
much-improved prices and higher revenue, have been negatively
influenced by the poor operational results and the necessity to
press on with the large spend on development mining and a material
increase in a number of costs areas.
As per earlier announcements, ongoing discussions have taken
place with the Teichmann Group involving both financing and the
management of the Kareevlei operation; these will hopefully be
concluded at the AGM with shareholder approval.
On the management front, a High-Level Review, at the request of
the Teichmann Group, was completed by a team of experienced
consultants. The results highlighted a need for a further review of
the mine plan and the possibility of fast-tracking the development
mining to further de-risk the operation against extreme weather and
to optimise the mining fleet on site, although this will increase
cash outflow in the short term. In addition, certain changes to the
plant were recommended that would further de-risk this operation in
the wet season and enhance throughput and potentially diamond
recovery. The management and Board have been working closely with
the Teichmann Group in progressing a number of areas and will
report back to shareholders once the evaluation work is
completed.
Mining
Mining (in tonnes H1 2022 H1 2021 Increase
'000)
Waste (development) 1,149 646 78%
-------- -------- ---------
Ore 321 289 11%
-------- -------- ---------
Total 1,470 935 57%
-------- -------- ---------
Total mined tonnes in H1 2022 were 57% up on H1 2021. It is
particularly important to note that the large increase in the waste
mining should be seen as an investment for the future as a lot of
development work is to prepare the Main Pit to mine efficiently at
deeper levels than was originally anticipated and to deal with
inclement weather. The strip ratio in H1 2022 was 3.6, which is
significantly higher than the life of mine strip ratio for the Main
Pit of 1.8 and a strip ratio of 2.2 in 2021. The cash cost of the
excess waste mining in H1 2022 was GBP1.35m (ZAR 27m) (2021:
GBP0.26m (ZAR 5m)), which was capitalised and will be amortised
over the life of the Main Pit.
Management continues to review the life of mine plan with a view
to opening up KV3 in 2023 to provide more flexibility in the mining
operation as the Main Pit is mined at deeper levels.
Processing
Tonnes '000 H1 2022 H1 2021 Increase
Processed 260 221 18%
-------- -------- ---------
Grade 3.22 4.1 -20%
-------- -------- ---------
Carats Produced 8,214 8,949 -7%
-------- -------- ---------
The increase in tonnage in H1 2022, although disappointing and a
lost opportunity with the buoyant market, has to be viewed against
a background of over 600mm of rain and 40 production days lost
(2021 Q2: 2 days, vs 2022 Q2: 13 days). In addition, whilst the
plant was operating the feed was largely a wet low-grade material,
which hosted a high percent of fines and clay. With the grade being
down 20%, the carats produced were 7% down on 2021. Accordingly, we
have downgraded our guidance for 2022, as set out below. The ore
mining operation is now below the high clay low grade kimberlite
zone and should be supplying a better feed going forward.
The wet season has highlighted that, while improvements have
been made to enable the new plant to perform better in wet
conditions, it still has vulnerabilities. Management is now looking
at a wet screening circuit at the front end of the plant to remove
a large percent of smaller sized material, which clogs up the
circuit, and treating this product through one line and by doing so
free up the secondary crushing circuit. There is also a review of
the Cone Crushers, with test work ongoing, as it is believed a more
modern crusher together with the wet screening would enhance
production and improve diamond recovery. These improvements if
implemented need to be in place before the 2023 wet season.
It is pleasing to note that with the drier conditions since July
the processed tonnes are improving but the plant is yet to achieve
its design capacity. This is partly due to the mine still not being
able to feed it with a high percentage of kimberlite, which impacts
on "tonne per hour" achievable on each line and a number of ongoing
teething issues, which have impacted on the plant operating
time.
Sales
Sales H1 2022 H1 2021 Increase
Carats 8,580 9,115 -5%
-------- -------- ---------
USD/Carat 629 436 44%
-------- -------- ---------
Carats sold in H1 2022 were 5% down on H1 2021 due to the
operational issues explained above.
The market has been strong throughout H1 with prices up 44% on
the same period in 2021. The average price for the six months has
been influenced by a spike in prices in early Q1 but overall, we
have seen a step change in prices versus 2021 and an ongoing high
demand for the Kareevlei diamonds.
The tenders in Kimberley where Kareevlei diamonds are sold have
been well supported with the opening up of travel to South Africa
following the Covid restrictions.
Mining Licence
An application for the renewal of the current Mining Licence has
been submitted to the Department of Mineral Resources & Energy
in South Africa. As at the date of approval of this report the
outcome of this application has not yet been received. The Group
has approval to continue mining until such time as the application
has been processed. The Directors are of the opinion that there is
no reason to believe that the approval will not be obtained.
Market Overview /Outlook
The supply side of rough diamonds has remained under pressure
and is expected to continue to do so whilst the conflict around
Ukraine exists. It is anticipated that the retail market could
soften with the impact of inflation on disposable income, however,
the Kareevlei's high-quality diamonds remains sought after and
prices achieved in July and August have been encouraging.
Large Stones
Kareevlei continues to produce high value diamonds as detailed
below. We are particularly encouraged with the year-to-date numbers
when one considers the lower grade feed for much of the year with
17 high value diamonds recovered versus 8 for same period last
year.
Date sold 2022 Carats Value Value per carat
USD000 USD000
August 11.62 84 7.2
------- -------- ----------------
10.02 81 8.1
------- -------- ----------------
9.04 76 8.4
------- -------- ----------------
6.77 52 7.6
------- -------- ----------------
6.88 52 7.5
------- -------- ----------------
10.35 50 4.8
------- -------- ----------------
July 5.97 55 9
------- -------- ----------------
7.4 67 9
------- -------- ----------------
March 19.3 116 6
------- -------- ----------------
12.7 128 10
------- -------- ----------------
8.7 104 12
------- -------- ----------------
6.6 63 9.5
------- -------- ----------------
February 11.9 211 17.6
------- -------- ----------------
8.3 96 8.3
------- -------- ----------------
13.6 78 5.8
------- -------- ----------------
7.5 75 10
------- -------- ----------------
January 6.8 63 9.3
------- -------- ----------------
Note: It is the Company policy to announce all stones sold with
a value of in excess of USD50k.
Financials
In the first half of 2022, the Company made an operating loss of
GBP783,000 on turnover of GBP4,079,000, compared with a loss of
GBP539,000 on turnover of GBP2,817,000 in the first half of 2021.
Loss before taxation was GBP23,000 compared to GBP513,000 in
2021.
The increase in turnover reflects the increase in prices in
rough diamonds seen over the period.
The increase in the operating loss despite the increase in
turnover reflects the reduction in grades achieved whilst the mine
development has been taking place, together with rising costs.
Diesel fuel, which is used extensively in the mining operation and
to provide generated power to the plant, has increased by 53% and
certain explosive costs have almost doubled. In addition, the mine
has higher staff/employee costs in anticipation of the step up in
production. Depreciation has had a major impact on the operating
loss and has increased from GBP161,000 to GBP488,000, as the new
plant is depreciated from the date it was brought into use.
Unrestricted cash at 30 June 2022 was GBP429,000.
Financing
In March 2022, the Company raised gross proceeds of GBP2.1
million by way of a placing and subscription, as well as settling
GBP580,000 of creditors through issuing shares.
The funding was required to provide additional working capital
to the Company in order to:
(a) implement its upgraded mining plan to ensure consistent
supply of quality ore to the processing plant - optimising the
throughput of the new 1 million tonne per annum ('Mtpa') plant,
while maximising the economic life of the mine; and
(b) pay its mining contractor, Teichmann SA Limited ("TSA"), in
order to accommodate the impact of the two operation shutdowns
experienced in Q4 2021.
In addition, since the period end the Company has entered into
agreements with the Teichmann Group as described further in the
Post Balance Sheet Events section below to provide up to
GBP1,950,157 and ZAR30m of additional funding before costs.
Guidance
We have revised our guidance for 2022, to reflect the results to
date and our continued uncertainty over production and grade for
the balance of the year that are closely linked to the mining
development at the Main Pit. It is anticipated prices will remain
at the US$500 to US$600 carat level.
We have also used a wider range covering the 2023 outlook to
reflect the potential outcomes of further mine and plant
developments with a stronger price regime reflecting the ongoing
tightness in quality rough diamonds.
Revised guidance for the 2022 and 2023 periods are as
follows:
Revised Previous Revised Previous 2021 actual
2022 guidance 2022 guidance 2023 guidance 2023 guidance
Tonnes processed
('000) 620-670 700-750 875-970 1,000 516
--------------- --------------- --------------- --------------- ------------
20,000 to 24,500 to 35,000 to
Carats produced 24,000 30,000 41,000 43,000 23,497
--------------- --------------- --------------- --------------- ------------
3.25 to
Grade 3.5 3.6 to 4.0 4.0 to 4.3 4.3 4.55
--------------- --------------- --------------- --------------- ------------
Value per carat
(USD) 500 to 600 500 to 550 500 450 470
--------------- --------------- --------------- --------------- ------------
10.0 to 12.0 to 17.5 to
Revenue (USDm) 14.4 16.5 20.5 19 10.8
--------------- --------------- --------------- --------------- ------------
The production and mining plan are currently under review after
the high level review and once the outcomes are fully assessed the
guidance will be updated
Post Balance Sheet Events
Since 30 June 2022, we are seeing an ongoing drive on the mining
front to catch up lost tonnage from H1 and this in turn will
provide the plant with a higher-grade product easier to process
material from the end of August. We have seen improvements in the
processed tonnages with the plant running at 80% capacity, but more
is needed. We expect this situation to improve once the plant is
feeding a higher quality fresh kimberlite, however, to get up to
full capacity there will also have to be material improvements in
running time.
Following the recommendations of the High-Level Review, the mine
plan is being reviewed both in terms of what is deemed the correct
economic depth of the pipes with more updated revenue and costs
information and the benefit and funding of pushing development
mining harder earlier in the process to maximise mining fleet
capacity on site and also de-risk the mine by having access to a
wider range of ore. Additionally, test work is now being carried
out on the plant to establish if proposed improvements in terms of
a wet screen and revamped secondary crushing circuit will add the
desired value and ensure the operation can run more efficiently in
the wet season.
There is also a greater focus by the Teichmann Group on a more
hands-on management style to bring stronger leadership and work
culture at the mine whilst also looking at cost reductions as the
mine enters what could be an extended inflationary environment.
The Company is looking to appoint a full time COO/GM of
Kareevlei. The focus is to find a hands-on individual with diamond
mining/ processing experience. Meiring Burger, who had agreed to
hold the CEO post as an interim measure has stepped down. A
bridging arrangement has been put in place with two highly
experienced individuals supporting local management and a higher
direct role by Teichmann until a permanent replacement is
appointed.
The sales value of our diamonds continues to be strong as
highlighted by the recently announced high value stones in the
August tender and an average price year to date of US$531 per
carat. There is no question that with the quality of Kareevlei
diamonds, if one can get the production up and manage the wet
season better, there is significant value for shareholders.
As announced on 4 July 2022 and in the Circular on 15 August
2022, the Company has entered into a number of agreements with the
Teichmann Group. These agreements include:
(a) On 4 July 2022, Kareevlei entered into a new extended credit
facility with its mining contractor, TSA, for up to ZAR30 million
which reduces to ZAR20 million 180 days after drawdown.
(b) The Company has issued Simple Loan Notes for GBP1,066,411 to
the Teichmann Group redeemable on 7 September 2022 with zero
interest payable. These will be converted into subscription shares
at 7p per share after the AGM on 7 September 2022, subject to
shareholder approval being obtained. Should approval not be
granted, the Company will be required to redeem the Simple Loan
Notes at the amount invested by the Noteholders plus the greater of
GBP1,000,000 and the market value of the New Conversion Shares had
they been issued.
(c) The Company has agreed to amend the existing Convertible
Loan Notes of GBP1,610,000 issued to the Teichmann Group ("Existing
CLN") to extend the repayment date to 30 November 2025, remove the
applicable interest and amend the conversion price, such that the
maximum number of shares to be issued is unchanged.
(d) Subject to shareholder approval at the AGM, the Company will
issue New Convertible Loan Notes to the Teichmann Group ("New
CLNs") for GBP583,746 under the same terms as the amended Existing
CLN.
(e) Subject to shareholder approval, a Broker Option has been
agreed which allows subscriptions for up to an aggregate GBP0.3
million at 7p per share with priority given to existing
Shareholders of the Company.
(f) The Company, SP Angel and Teichmann Company Limited ("TCL")
entered into a relationship agreement on 4 July 2022. Amongst other
things TCL has the right to appoint up to three Directors to the
Board of BlueRock, provided this is matched by the same number of
Independent Directors who will retain the casting vote.
(g) The Company, Kareevlei, TCL and TSA entered into a
governance agreement on 4 July 2022 relating to Kareevlei which
sets out the future governance of Kareevlei.
Further details of these agreements, and the security provided
to the Teichmann Group in respect of the agreements is given in the
Circular and the agreements are available on the Company's
website.
I would like to thank everyone at BlueRock and Kareevlei, as
well as our shareholders and key stakeholders for their continued
efforts and support.
Mike Houston
Chairman
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS 30 JUNE
2022
Consolidated Statement of Financial Position
As at As at As at
30 June 30 June 31 December
2022 2021 2021
Unaudited Unaudited Audited
Note GBP GBP GBP
Assets
Non-current assets
Property, plant, and equipment 5 4,588,123 4,113,487 4,312,946
Right-of-use assets 5 540,564 559,945 517,789
Mining assets 5 3,368,872 860,290 1,839,809
Other receivables 7 534,903 522,343 492,596
9,032,462 6,056,065 7,163,140
------------ ------------ -------------
Current assets
Inventories 6 1,052,475 822,699 802,835
Trade and other receivables 7 146,589 1,129,013 93,646
Cash and cash equivalents (including
restricted cash) 8 658,319 271,557 521,771
------------ ------------ -------------
1,857,383 2,223,269 1,418,252
------------ ------------ -------------
Total assets 10,889,845 8,279,334 8,581,392
------------ ------------ -------------
Equity and liabilities
Equity Attributable to Equity
Holders of the Parent
Share capital 10 1,088,838 706,050 706,050
Share premium 10 10,813,027 8,656,201 8,656,201
Other equity 94,680 - 94,680
Accumulated losses (7,472,463) (6,880,518) (7,781,745)
Other reserves 2,668,379 2,711,584 3,286,179
------------ ------------ -------------
7,192,461 5,193,317 4,961,365
Non-controlling interest (2,695,396) (2,479,235) (2,223,906)
4,497,065 2,714,082 2,737,459
------------ ------------ -------------
Liabilities
Current liabilities
Trade and other payables 11 2,577,825 2,788,324 2,739,672
Borrowings 12 574,726 683,073 617,602
Lease liabilities 12 26,841 17,496 44,559
------------ ------------ -------------
3,179,392 3,488,893 3,401,833
------------ ------------ -------------
Non-current liabilities
Borrowings 12 1,881,505 924,666 1,333,345
Lease liabilities 12 629,107 620,086 564,063
Provisions 13 702,776 531,607 544,692
----------- ---------- ----------
3,213,388 2,076,359 2,442,100
Total liabilities 6,392,780 5,565,252 5,843,933
----------- ---------- ----------
Total equity and liabilities 10,889,845 8,279,334 8,581,392
----------- ---------- ----------
Consolidated Statement of Comprehensive Income
6 months 6 months 12 months
ended ended ended 31
30 June 30 June December
2022 2021 2021
Unaudited Unaudited Audited
Note GBP GBP GBP
--------------------------------------- ----- ------------ ------------ ------------
Revenue from contracts with customers 4,079,261 2,816,862 7,846,588
Other income 3,298 4,149 8,672
Operating expenses (4,865,682) (3,359,639) (7,940,227)
Operating loss (783,123) (538,628) (84,967)
Finance income 13,843 13,599 31,552
Finance charges (225,593) (137,999) (384,288)
Change in fair value of financial
instruments designated at FVTPL 3,198 9,711 18,520
Foreign exchange (loss) / gain 3 968,390 140,403 (929,714)
------------ ------------ ------------
Loss before taxation (23,285) (512,914) (1,348,897)
------------ ------------ ------------
Taxation - - -
------------ ------------ ------------
Total loss for the period (23,285) (512,914) (1,348,897)
------------ ------------ ------------
Total loss for the period, net
of tax attributable to:
Owners of the parent 248,547 (321,363) (1,222,590)
Non-controlling interest (271,832) (191,551) (126,307)
(23,285) (512,914) (1,348,897)
Other Comprehensive Income:
Exchange differences on translating
foreign operations (767,918) (99,520) 631,576
------------ ------------ ------------
Total comprehensive loss, net
of tax (791,203) (612,434) (717,321)
------------ ------------ ------------
Total comprehensive loss, net
of tax attributable to:
Owners of the parent (319,713) (395,008) (755,224)
Non-controlling interest (471,490) (217,426) 37,903
(791,203) (612,434) (717,321)
------------ ------------ ------------
Earnings per share - from continuing
activities
Basic earnings per share 15 0.03 (0.05) (0.09)
Dilutive earnings per share 15 0.02 (0.05) (0.09)
Consolidated Statement of Changes in Equity
Share capital Share premium Accumulated Other Total Non-controlling Total
losses reserves and attributable interest equity
equity to equity
holders of
the Group
GBP GBP GBP GBP GBP GBP GBP
Balance at 1 January
2021: 454,333 6,885,796 (7,223,054) 3,393,154 3,510,229 (2,261,809) 1,248,420
Loss for the period - - (321,363) - (321,363) (191,551) (512,914)
Other comprehensive
income:
Foreign exchange
movements - - - (73,645) (73,645) (25,875) (99,520)
--------------- ----------------- ---------------- ------------- ------------- ---------------- ----------
Total comprehensive
loss: - - (321,363) (73,645) (395,008) (217,426) (612,434)
Transactions with
shareholders:
Issue of share
capital 251,717 1,831,255 - - 2,082,972 - 2,082,972
Share issue expenses - (60,850) - - (60,850) - (60,850)
Issue of share
options - - - 55,974 55,974 - 55,974
Transfer of lapsed
options to
accumulated loss - - 663,899 (663,899) - - -
--------------- ----------------- ---------------- ------------- ------------- ---------------- ----------
Total transactions
with shareholders: 251,717 1,770,405 663,899 (607,925) 2,078,096 - 2,078,096
--------------- ----------------- ---------------- ------------- ------------- ---------------- ----------
Balance at 30 June
2021 (unaudited): 706,050 8,656,201 (6,880,518) 2,711,584 5,193,317 (2,479,235) 2,714,082
=============== ================= ================ ============= ============= ================ ==========
Balance at 1 July
2021: 706,050 8,656,201 (6,880,518) 2,711,584 5,193,317 (2,479,235) 2,714,082
Loss for the period - - (901,227) - (901,227) 65,244 (835,983)
Other comprehensive
income:
Foreign exchange
movements - - - 541,011 541,011 190,085 731,096
Total comprehensive
loss: - - (901,227) 541,011 (360,216) 255,329 (104,887)
Transaction with
shareholders:
Issue of share - - - - - - -
capital
Share issue - - - - - - -
expenses
Issue of share
options - - - 33,584 33,584 - 33,584
Value of conversion
rights-convertible
notes - - - 94,680 94,680 - 94.680
Total transactions
with shareholders: - - - 128,264 128,264 - 128,264
--------------- ----------------- ---------------- ------------- ------------- ---------------- ----------
Balance at 31
December 2021 706,050 8,656,201 (7,781,745) 3,380,859 4,961,365 (2,223,906) 2,737,459
=============== ================= ================ ============= ============= ================ ==========
Balance at 1 January
2022: 706,050 8,656,201 (7,781,745) 3,380,859 4,961,365 (2,223,906) 2,737,459
Profit/(Loss) for
the period - - 248,547 - 248,547 (271,832) (23,285)
Other comprehensive
income:
Foreign exchange
movements - - - (568,260) (568,260) (199,658) (767,918)
Total comprehensive
loss: - - 248,547 (568,260) (319,713) (471,490) (791,203)
Transaction with
shareholders:
Issue of share
capital 382,788 2,296,726 - - 2,679,514 - 2,679,514
Share issue expenses - (139,900) - - (139,900) - (139,900)
Issue of share
options - - - 11,195 11,195 - 11,195
Transfer lapsed
share options to
retained losses - - 60,735 (60,735) - - -
Total transactions
with shareholders: 382,788 2,156,826 60,735 (49,540) 2,550,809 - 2,550,809
--------------- ----------------- ---------------- ------------- ------------- ---------------- ----------
Balance at 30 June
2022 (unaudited) 1,088,838 10,813,027 (7,472,463) 2,763,059 7,192,461 (2,695,396) 4,497,065
=============== ================= ================ ============= ============= ================ ==========
Consolidated Statement of Cash Flows
6 months 6 months 12 months
ended ended ended 31
30 June 30 June December
2022 2021 2021
Unaudited Unaudited Audited
GBP GBP GBP
--------------------------------------- --- ------------ ------------ ------------
Operating activities
Cash used in operations 14 (504,101) (42,781) 2,405,359
Net cash flows from/(used in)
operating activities (504,101) (42,781) 2,405,359
Investing activities
Purchase of property, plant and
equipment 5 (1,606,414) (1,813,073) (4,065,422)
Proceeds on sale of property, plant
and equipment 5 - - 56,572
Movement in other receivables 7 1,063 (91,040) (99,030)
Net cash used in investing activities (1,605,351) (1,904,113) (4,107,880)
Financing activities
Proceeds on share issue (net of
share issue costs) 10 1,960,100 1,237,160 1,436,527
Repayments of borrowings 12 (371,562) (93,151) (610,125)
Loans drawn down 12 668,861 136,170 941,146
Repayments of lease liabilities 12 (47,196) (42,655) (87,750)
Movement in restricted cash 8 (3,968) (3,585) (7,082)
Net cash received from financing
activities 2,206,235 1,233,939 1,672,716
Net (decrease) / increase in cash
and cash equivalents 96,783 (712,955) (29,805)
------------ ------------ ------------
Cash and cash equivalents at the
beginning of the period 8 315,353 355,464 355,463
Foreign exchange differences 17,191 408,798 (10,305)
Cash and cash equivalents at the
end of the period 8 429,327 51,307 315,353
------------ ------------ ------------
Notes to the Interim Consolidated Financial Statements
1. Accounting policies
1.1 General information and basis of preparation
The condensed interim consolidated financial statements (the
"interim financial statements") are for the six-month period ended
30 June 2022.
These interim financial statements have not been audited or
reviewed, and the financial information set out in this report does
not constitute statutory accounts as defined by the Companies Act
2006. The comparative figures for the year ended 31 December 2021
were derived from the statutory accounts for the year to 31
December 2021, which have been delivered to the Registrar of
Companies. Those accounts received an unqualified audit report
which did not contain statements under sections 498(2) or (3)
(accounting records or returns inadequate, accounts not agreeing
with records and returns or failure to obtain necessary information
and explanations) of the Companies Act 2006.
The interim financial statements have been prepared on the basis
of the accounting policies set out in the December 2021 financial
statements of BlueRock Diamonds plc, amended for new standards
effective from 1 January 2022 and IAS 34 "Interim Financial
Reporting" on a going concern basis. They are presented in
sterling, which is also the functional currency of the parent
company. They do not include all the information required in annual
financial statements in accordance with IFRS and should be read in
conjunction with the consolidated financial statements of the Group
for the period ended 31 December 2021.
The interim financial statements have been approved for issue by
the Board of Directors on 7 September 2022.
Going concern
The Group has prepared forecasts covering the period to 31
December 2023. Appropriate diligence has been applied by the
directors who believe that the forecasts are prepared on a
realistic basis using the best available information. The Group had
cash balances of GBP429,000 excluding restricted cash. In addition,
as set out in the Post Balance Sheet Events section of the
Chairman's Statement, the Group has entered into Agreements with
the Teichmann Group which will provide up to GBP1,950,000 plus ZAR
30m of additional funding before costs, subject to shareholder
approval.
In making its going concern assessment, the Board has assumed
that shareholder approval will be obtained, the future development
plans adopted by the ongoing board are financed and that suitable
arrangements are made with creditors as required from time to
time.
After review of these uncertainties the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future. For
this reason, we continue to adopt the going concern basis in
preparing this half year report and accounts of the Group. Should
shareholder approval not be obtained at the forthcoming AGM, the
future development plans are not financed and suitable arrangements
with the group's creditors are not obtained, significant doubt
would be cast on the Group's ability to continue as a going
concern.
1.2 Changes in accounting standards and disclosures
There are no changes to the accounting policies as described in
the 2021 annual financial statements.
The other amendments or interpretation, which are effective in
2022 and relevant to the Group's operations, do not have a
significant effect on the Group's accounting policies.
The Group has not early adopted any standard or amendments that
have been issued but not yet effective.
2. Significant judgements and sources of estimation
uncertainty
In the application of the Group's accounting policies the
Directors are required to make estimates and assumptions about the
carrying amounts of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
The judgements, estimates and assumptions applied in the interim
financial statements including the key sources of estimation
uncertainty were the same as those applied in the financial
statements for the period ended 31 December 2021.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
3. Foreign exchange (loss) / gain
6 months 6 months ended 12 months
ended 30 30 June ended
June 2021 31 December
2022 GBP 2021
GBP Unaudited GBP
Unaudited Audited
Foreign exchange (loss) /
gain 968,390 140,403 (929,714)
----------- --------------- -------------
The foreign exchanges (loss) / gain relate to the translation of
balances denominated in foreign currencies at year-end exchange
rates.
4. Segmental reporting
Operating segments are identified based on internal reports
about components of the Group that are regularly reviewed by the
chief operating decision maker to allocate resources to the
segments and to assess their performance.
The Group's operations relate to the exploration for, and
development of mineral deposits in the Kimberley region of South
Africa and as such the Group has only one reportable segment. The
non-current assets in the Kimberley region in June 2022 were
GBP9,032,462 (June 2021: GBP6,056,066; December 2021:
GBP7,163,138)
All revenue consists of sales of diamonds in South Africa
through auctions as is customary in the industry. The Company sold
its diamonds through auctions run by CS Diamonds (Pty) Ltd during
the period.
5. Property, plant and equipment
Cost Accumulated Carrying value
30 June depreciation 30 June 2022
2022 GBP GBP
GBP Unaudited
----------- -------------- ---------------
Motor vehicles 36,195 (16,610) 19,585
Plant and machinery 6,438,946 (1,873,958) 4,564,988
Leasehold improvements 4,733 (1,183) 3,550
Right-of-use-assets 766,038 (225,474) 540,564
Mining assets 3,761,409 (392,537) 3,368,872
Total 11,007,321 (2,509,762) 8,497,559
----------- -------------- ---------------
Reconciliation of property, plant and equipment
Carrying Additions Depreciation Disposals FX revaluation Carrying
value and transfers GBP value
1 January GBP GBP GBP 30 June
2022 2022
GBP GBP
Audited Unaudited
----------- ---------- ------------- --------------- --------------- -----------
Motor vehicles 19,706 - (1,831) - 1,710 19,585
Plant and machinery 4,289,760 196,457 (297,629) - 376,400 4,564,988
Leasehold improvements 3,480 - (233) 303 3,550
Right-of-use-assets 517,789 17,093 (39,607) - 45,289 540,564
Mining assets 1,839,809 1,497,041 (148,839) - 180,861 3,368,872
----------- ---------- ------------- --------------- --------------- -----------
6,670,544 1,710,591 (488,139) - 604,563 8,497,559
----------- ---------- ------------- --------------- --------------- -----------
Right-of-use assets comprise the following:
Land and buildings 438,091 17,093 (32,216) - 38,374 461,342
Motor vehicles 79,698 - (7,391) - 6,915 79,222
-------- ------- --------- ------- --------
517,789 17,093 (39,607) - 45,289 540,564
-------- ------- --------- ------- --------
Included under mining assets are waste stripping costs to the
value of GBP2,228,898 (June 2021: GBP258,183; December 2021:
GBP844,014 that have been capitalised.
6. Inventories
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Diamonds on hand 457,989 258,642 346,201
Work in progress 582,228 547,811 435,722
Consumable stores 12,258 16,246 20,912
----------- ----------- ------------
1,052,475 822,699 802,835
----------- ----------- ------------
7. Trade and other receivables
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Current receivables:
Trade receivables 4,974 693,862 4,835
Prepayments 18,429 12,701 17,894
VAT 116,937 219,850 43,455
Other receivables 6,249 202,600 27,462
Total current receivables 146,589 1,129,013 93,646
----------- ----------- ------------
Non-current receivables
Other receivables 534,903 522,343 492,596
----------- ----------- ------------
Total non-current receivables 534,903 522,343 492,596
----------- ----------- ------------
The carrying value of all trade and other receivables is
considered a reasonable approximation of fair value.
Other non-current receivables represent amounts held by
financial institutions and the Department of Minerals and Energy as
guarantees in respect of environmental rehabilitation obligations
in respect of the Group's South African mines.
8. Cash and cash equivalents
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Cash in bank and on hand 658,319 271,557 521,771
----------- ----------- ------------
The above includes unrestricted cash of GBP429,327, and bank
balances to the value of GBP228,992 (30 June 2021: GBP220,250, 31
December 2021: GBP206,418) are not available for use as it is held
in trust with the Group's attorneys. This account is held as
security for the claims submitted by a former director of the Group
and may only be utilised against this claim, should it be
successful.
9. Share Based Payments
The Company had the following
share-based payment agreements
which are described below:
Date of Number Contractual Exercise
Type of arrangement grant of shares life price
granted
Directors share option
plan - Tranche 9 16/05/2019 228,060 5 years 50p
Directors share option
plan - Tranche 10 18/02/2020 130,320 5 years 85p
Directors share option
plan - Tranche 11 18/02/2020 465,615 5 years 85p
Tranche 9 options are split with half vesting 1 year from the
date of grant and half vesting immediately on the date of grant.
Tranche 9 options have fully vested.
Tranche 10 options vested immediately on the date of grant.
Tranche 11 options are split with half vesting 1 year from the
date of grant and half vesting 2 years from the date of grant.
Tranche 11 options have fully vested.
Movements in the number of share options outstanding and their
related weighted average prices are as follows:
30 June 2022 31 December 2021 30 June 2021
Average Number Average Number Average Number
exercise of options exercise of options exercise of options
price price in price in
in pence pence per pence per
per share share share
Outstanding at the
beginning of the period 132.77 828,450 132.77 828,450 88.35 828,450
Granted - - - - - -
Lapsed (2,500) (4,455) - - - -
Exercised - - - - - -
----------- ------------ ----------- ------------ ----------- ------------
Outstanding at the
period / year end 75.31 823,995 132.77 828,450 88.35 828,450
Exercisable at the
period / year end 75.31 823,995 89.66 595,642 89.66 595,642
Options are valued at date of grant using the Black-Scholes
option pricing model.
There were no new share options granted during the period.
Tranche 5 options lapsed during the period.
The fair value per option of options granted during 2020, and
the assumptions used in the calculations are shown below:
2020
Tranche 10 Tranche 11
Average grant date
share price (p) 88.00 88.00
Average exercise
price (p) 85.00 85.00
Share price volatility
(p.a) 82.79% 82.79%
Risk-free interest
rate (p.a) 0.48% 0.48%
Dividend yield (p.a) 0% 0%
Average contractual
life (years) 5 5
Average fair value
per option (p) 57.70 57.70
The total share-based payment expense for the period ended 30
June 2022 was GBP11,195 (June 2021: GBP55,974; December 2021:
GBP89,558).
10. Share capital and share premium
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Number of Ordinary shares 21,776,755 14,121,002 14,121,002
Ordinary share capital of 5p (June
2021: 5p, December 2021: 5p) per
share 1,088,838 706,050 706,050
Share premium 10,813,027 8,656,201 8,656,201
11,901,865 9,362,251 9,362,251
----------- ----------- ------------
In the period ended 30 June 2022 the following Ordinary share
issues occurred:
Date of issue Details of issue Number of ordinary Share capital Share premium
shares GBP GBP
At 1 January
2022 14,121,002 706,050 8,656,201
31 March 2022 Placing and equity issue 6,000,000 300,000 1,800,000
31 March 2022 Share allotment costs - - (139,900)
Allotment of shares
31 March 2022 as repayment of suppliers 1,655,753 82,788 496,726
At 30 June 2022 21,776,755 1,088,838 10,813,027
------------------ ------------- -------------
11. Trade and other payables
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Trade payables 2,426,136 2,655,379 2,568,336
Accrued expenses 129,645 110,958 151,076
Other payables 22,044 21,987 20,260
----------- ----------- ------------
2,577,825 2,788,324 2,739,672
----------- ----------- ------------
An amount of GBP168,691 (30 June 2021: GBP166,727, 31 December
2021: GBP150,339) is included within trade payables for amounts
being claimed as being due to companies related to a former
director of the Company. This amount is disputed in full by the
Company based on legal advice received.
Within other payables is an amount of GBP22,044 (30 June 2021:
GBP21,987, 31 December 2021: GBP20,260) which relates to an amount
claimed by a former director and which, based on legal advice
received by the company, is disputed in full. See note 17 for
further details.
12. Borrowings and leases liabilities
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Convertible loans 2,236,003 855,344 1,414,845
Loan facilities 220,228 740,388 532,904
Embedded derivative - 12,007 3,198
----------- ----------- ------------
2,456,231 1,670,739 1,950,947
Lease liabilities 655,948 637,582 608,622
----------- ----------- ------------
3,112,179 2,308,321 2,559,569
----------- ----------- ------------
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Due within the year
Convertible loans 448,037 428,157 427,187
Loan facilities 126,689 254,533 187,217
Embedded derivative - 383 3,198
----------- ----------- ------------
574,726 683,073 617,602
Lease liabilities 26,841 17,496 44,559
----------- ----------- ------------
601,567 700,569 662,161
----------- ----------- ------------
Due greater than one year
Convertible loans 1,787,965 427,187 987,658
Loan facilities 93,540 485,855 345,687
Embedded derivative - 11,624 -
----------- ----------- ------------
1,881,505 924,666 1,333,345
Lease liabilities 629,107 620,086 564,063
----------- ----------- ------------
2,510,612 1,544,752 1,897,408
----------- ----------- ------------
Convertible loans and embedded derivative
The movement on each convertible loan liability component can be
summarised as follows:
Converti-ble loans - T 14.5% Convertible loans -
Embedded derivative Leslie and M Poole Teichmann Group Total
GBP GBP GBP GBP
Balance at 1 January 2021 21,718 815,539 - 837,257
Finance charge: unwinding
the discount factor - 39,805 - 39,805
Fair value adjustment to
embedded derivative (9,711) - - (9,711)
-------------------- -------------------------- --------------------------- ----------
Balance at 30 June 2021 12,007 855,344 - 867,351
-------------------- -------------------------- --------------------------- ----------
Drawdown - - 941,146 941,146
Other equity - value of
conversion rights - - (94,680) (94,680)
Repayments - (462,500) - (462,500)
Finance charge: unwinding
the discount factor - 34,343 141,192 175,535
Fair value adjustment to
embedded derivative (8,809) - - (8,809)
Balance at 31 December
2021 3,198 427,187 987,658 1,418,043
-------------------- -------------------------- --------------------------- ----------
Drawdown - - 668,861 668,861
Finance charge: unwinding
the discount factor - 20,850 131,447 152,297
Fair value adjustment to
embedded derivative (3,198) - - (3,198)
-------------------- -------------------------- --------------------------- ----------
Balance at 30 June 2022 - 448,037 1,787,966 2,236,003
==================== ========================== =========================== ==========
Convertible loans - T Leslie and M Poole
At 30 June 2022, the Group had in issue convertible loan stocks
of GBP462,500 which had an initial term until 16 October 2021. On
27 February 2020, the Company announced that 50% of the total loan
had been transferred to Mr Tim Leslie, a non-executive Director of
BlueRock Diamonds Plc. The Group had an option, at its own
discretion, to increase the initial term by a further 12 months.
This option was exercised during 2021 and the balance of the loan
note is now payable on 16 October 2022.
The terms of the convertible loan note provide a mechanism for
weighted conversion price revisions should additional funds be
raised below the prevailing conversion price. The current
conversion price is 69p. This option to convert the loan into
shares has been treated as a separate financial instrument, as an
embedded derivative. This is due to a clause in the updated
convertible loan note agreement which will require the Company to
issue a variable number of shares if future fundraising over life
of the convertible loan note raises additional funds at a price per
Ordinary share of less than 5p. This requires a separate valuation
as it does not relate to the host contract.
In addition, if the Company sells its interest in Kareevlei
Mining (Pty) Ltd before the final repayment date for consideration
equivalent to or greater than 120% of the loan note outstanding
then the notes will become redeemable and a 20% premium will be
payable to the note holder.
Management have carried out an assessment of the terms of the
convertible loan and have judged that the instrument consists of
two components:
-- a loan instrument; held at amortised cost
-- an embedded redemption feature (payable on a sale of the
Group's interest for consideration greater than 120% of the loan
note value). The embedded derivative should be recognised
separately as a derivative financial instrument at fair value
through profit and loss (FVTPL).
A fair value exercise to determine the value of the two
components was undertaken by the Directors at the date the
convertible loan was initially drawn down. The fair value of the
host loan instrument (including the embedded redemption feature)
has been valued as the residual of:
-- The fair value of the first draw down on 16 October 2014 is
discounted at a commercially applicable rate of 9.25%. The fair
values of the draw downs on 27 May 2016 and 2 October 2016 have
been discounted at a commercially applicable rate of 10.5%.
14.5% Convertible Loans - Teichmann Group
On 20 September 2021, the Group entered into an agreement to
issue a total of 161 14.5% convertible notes for GBP1,610,000 to
the Teichmann Group. The loan notes are convertible into ordinary
shares of the entity, at 1) the election of the holder, 2) election
of the entity if and when its shares trade in excess of GBP0.60 per
share, 3) on the automatic conversion dates as stipulated in the
agreement or 4) on 30 November 2024, the maturity date. The loan
notes are convertible into 6,465,247 ordinary shares. Interest is
payable on the maturity date.
The initial fair value of the liability portion of the bond was
determined using a market interest rate for an equivalent
non-convertible bond at the issue date. The liability is
subsequently recognised on an amortised cost basis until
extinguished on conversion or maturity of the bonds. The remainder
of the proceeds are allocated to the conversion option and
recognised in shareholders' equity (net of income tax), due to the
fact that it meets the "fixed for fixed" test as the number of
conversion shares are determined at the issue date. It is not
subsequently remeasured.
Loan facilities comprise the following:
M Poole
In 2017 the Company entered into a loan facility agreement with
Mark Poole. A 90-day interest free period was included in the
agreement from the date of the first draw down. After this point
interest accrues on the capital balance at a rate of 10% per annum,
which is payable quarterly in arrears. All capital to be repaid
within 5 years from the date of the draw down on the facility.
Additionally, a security over the property, plant and equipment
of Kareevlei Mining (Pty) Limited is held.
During the period ended 30 June 2022 an interest charge of
GBP1,494 (June 2021: GBP3,118, December 2021: GBP5,150) was
recognised on the total capital drawn down. As of 30 June 2022, the
balance due was GBP16,565.
Numovista (Pty) Ltd
During March 2020 Kareevlei Mining (Pty) Ltd entered into a sale
of assets agreement with Numovista (Pty) Ltd whereby mining
equipment was purchased from Numovista (Pty) Ltd. Ownership of the
equipment transferred with the payment of the initial deposit. The
balance of the loan is repayable in 36 monthly instalments of
GBP18,395. The effective interest rate is 9.75%. As of 30 June
2022, the balance due was GBP203,663.
13. Provisions
Reconciliation of provisions
Rehabilitation costs
GBP
Balance at 1 January 2021 454,197
Change in estimate 55,579
Unwinding of discount 15,963
Exchange differences 5,868
Balance at 30 June 2021 531,607
---------
Change in estimate 41,156
Unwinding of discount 16,309
Exchange differences (44,380)
Balance at 31 December 2021 544,692
---------
Change in estimate 87,084
Unwinding of discount 21,511
Exchange differences 49,489
Balance at 30 June 2022 702,776
---------
The provision for environmental rehabilitation closure cost was
independently assessed by RS Mellett of OMI Solutions (Pty) Ltd .
The closure cost assessment reports over the Remainder of the Farm
No. 113 (Skietfontein), Portion of Portion 2 (Kareeboompan) of the
Farm 142, Portion 1 (Westhoek) of the Farm 113, and Portion 2
(Klipvlei) of the Farm 113. The financial provision was calculated
in accordance with Regulation 54 of the Minerals and Petroleum
Resources Development Act 2002 (Act 28 of 2002) during March
2022.
In determining the amounts attributable to the rehabilitation
provision at the Kareevlei mining area, management used a discount
rate of 7.25% (30 June 2021: 7%, 31 December 2021: 7.25%),
estimated rehabilitation timing of 9 years (30 June 2021: 10 years,
31 December 2021: 9 years) and an inflation rate of 4.63% (30 June
2021: 4.37%, 31 December 2021: 4.63%).
14. Cash used in operations
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
Loss before taxation (23,285) (512,914) (1,348,897)
Adjustments for non-cash items:
Depreciation and amortisation 488,139 161,156 468,241
Foreign exchange movement (968,390) (140,403) 929,714
Embedded derivative charge (3,198) (9,711) (18,520)
Share based payment expense 11,195 55,974 89,557
Interest accrued on borrowings and
lease liabilities 196,196 100,012 326,646
Interest accrued on provisions 21,511 15,963 32,272
Impairment losses - - 83,392
(Gains)/Loss on sale of property,
plant and equipment - - (16,488)
Changes in working capital:
(Increase)/decrease in trade and other
receivables (46,553) (868,714) (54,565)
Increase/(decrease) in trade and other
payables (3,249) 1,508,619 2,311,680
(Increase) / decrease in inventories (176,467) (352,763) (397,673)
(504,101) (42,781) 2,405,359
---------- ---------- -----------
15. Earnings per share
30 June 30 June 31 December
2022 2021 2021
GBP GBP GBP
Unaudited Unaudited Audited
=============
Basic earnings per share
=============
Profit/(Loss) attributable to ordinary
shareholders 248,547 (321,363) (1,222,590)
=============
Weighted average number of shares 8,872,477 5,851,966 12,970,498
=============
Basic profit/(loss) per share 0.03 (0.05) (0.09)
=============
Dilutive earnings per share
=============
Earnings used in the calculation
of basic earnings per share 248,547
=============
Effect of dilution:
=============
Interest on 14.5% Convertible Loan
Notes - Teichmann Group (net of tax) 106,472
=============
Interest on Convertible Loan Notes
-T Leslie and M Poole (net of tax) 16,889
=============
Share option charge on directors'
share options 9,068
=============
Earnings used in the calculation
of dilutive earnings per share 380,976
=============
Weighted average number of shares
used in calculation of basic earnings
per share 8,872,477
=============
Effect of dilution:
=============
Future shares to be issued on conversion
of 14.5% Convertible Loan Notes -
Teichmann Group 6,465,247
=============
Future shares to be issued on conversion
of Convertible Loan Notes - T Leslie
and M Poole 666,724
=============
Future shares to be issued on exercise
of directors' share options 823,995
=============
Weighted average number of shares
after dilution 16,828,443
=============
Diluted earnings per share 0.02
=============
No comparative figures are given for diluted earnings per share
as share options granted to directors and convertible loan notes
issued, were antidilutive for prior periods.
16. Related party transactions
Relationships
Minority Interest -- William van Minority interest in Kareevlei
Wyk Mining (Pty) Ltd
------------------------------------
Ghaap Mining (Pty) Ltd William van Wyk is a majority
shareholder of this company
------------------------------------
Michael Houston Executive Chairman
------------------------------------
David Facey Financial Director
------------------------------------
Tim Leslie Non-Executive Director
------------------------------------
Rob Croll Non-Executive Director
------------------------------------
G Teichmann Non-Executive Director
------------------------------------
AT Simbanegavi (Gus) Former Chief Operating Officer
------------------------------------
AM Burger Chief Executive Officer of
Kareevlei Mining (Pty) Ltd
------------------------------------
Minexec (Pty) Ltd Company controlled by AM
Burger
------------------------------------
Teichmann Company Limited Significant shareholder of
BlueRock Diamonds Plc
------------------------------------
Teichmann South Africa (Pty) Ltd Associated Company of Teichmann
Company Limited
------------------------------------
Numovista (Pty) Ltd Common shareholder with significant
influence
------------------------------------
Issue of Share Options
Mike Houston, David Facey and Gus Simbanegavi hold the following
share options:
Director Total no. of
share options
held
Mike Houston 279,304
---------------
David Facey 181,564
---------------
Gus Simbanegavi 363,127
---------------
No share options were issued in the six-month period to 30 June
2022.
Borrowings from related parties
William van Wyk
During March 2018 the Group entered into a lease facility
agreement with William van Wyk, whereby motor vehicles are leased
over a term of 72 months at a rate of 12.5% per annum with the
final repayment during June 2024. As at 30 June 2022 the balance
payable on the lease facility was GBP16,514 (June 2021: GBP24,404;
December 2021: GBP18,762).
Interest paid: GBP1,016 (June 2021: GBP1,405; December 2021:
GBP2,598)
Gus Simbanegavi
During March 2021 the Group entered into a lease facility
agreement with Gus Simbanegavi, whereby a motor vehicle is leased
over a term of 72 months at a rate of 7% per annum with the final
repayment during March 2027. As at 30 June 2022 the balance payable
on the lease facility was GBP34,085.
Interest paid: GBP1,217 (June 2021: GBP885; December 2021:
GBP2,144)
Numovista (Pty) Ltd
As at 30 June 2022 the balance due on the loan facility granted
to the group was GBP203,663 (June 2021: GBP554,761; December 2021:
GBP493,833). See note 12 for further details.
Trade and other payable due to related party
Teichmann South Africa (Pty) Ltd - trade payables of
GBP1,540,544 (30 June 2021: GBP1,353,366; 31 December 2021:
GBP1,183,055) and the Teichmann Group had convertible loan notes as
set out in note 12.
Transactions with related parties:
Teichmann South Africa (Pty) Ltd - Contractor fees paid -
GBP1,925,100 (30 June 2021: GBP1,603,682, 31 December 2021:
GBP3,651,904).
Ghaap Mining (Pty) Ltd - Contractor fees paid - GBP21,986 (30
June 2021: GBP46,376, 31 December 2021: GBP69,673).
Minexec (Pty) Ltd - Consulting fees paid - GBP73,611
Diamond sales to D Facey - GBPnil (30 June 2021: GBPnil, 31
December 2021: GBP2,062)
Directors' remuneration
The following directors' remuneration were paid during the
period:
M Houston - received fees of GBP50,000 (30 June 2021: GBP32,500,
31 December 2021: GBP79,167)
D Facey - received fees of GBP50,000 (30 June 2021: GBP31,000,
31 December 2021: GBP81,000)
G Simbanegavi - received fees of GBP5,000 (30 June 2021:
GBP15,000 and 31 December 2021: GBP30,000)
T Leslie - received fees of GBP10,000 (30 June 2021: GBP10,833,
31 December 2021: GBP20,833)
R Croll - received fees of GBP15,000 (30 June 2021: GBP1,875, 31
December 2021: GBP9,375)
Key Management personnel
G Simbanegavi - received a salary from Kareevlei Mining (Pty)
Ltd of GBP34,074 (30 June 2021 GBP51,376 and 31 December 2021:
GBP119,621)
17. Contingent liabilities
The amounts payable to CB Visser and his related companies as
disclosed in note 11, are currently under dispute. CB Visser is a
former director and CEO of both Kareevlei Mining (Pty) Ltd and
BlueRock Diamonds Plc. who resigned during September 2016. The
total claim submitted by him amounts to GBP241,731 of which
GBP185,624 has been accounted for under trade and other payables.
The Group has given security for the amount of GBP228,992 in
respect of the above claim. This security is held in trust by the
Group's lawyers. The Group's legal advisors are of the opinion that
based on current available information, the claims are without
merit.
18. Events after the reporting period
As announced on 4 July 2022 and in the Circular on 15 August
2022, the Company has entered into a number of agreements with the
Teichmann Group. These agreements include:
(h) On 4 July 2022, Kareevlei entered into a new extended credit
facility with its mining contractor, TSA, for up to ZAR30 million
which reduces to ZAR20 million 180 days after drawdown.
(i) The Company has issued Simple Loan Notes for GBP1,066,411 to
the Teichmann Group redeemable on 7 September 2022 with zero
interest payable. These will be converted into subscription shares
at 7p per share after the AGM on 7 September 2022, subject to
shareholder approval being obtained. Should approval not be
granted, the Company will be required to redeem the Simple Loan
Notes at the amount invested by the Noteholders plus the greater of
GBP1,000,000 and the market value of the New Conversion Shares had
they been issued.
(j) The Company has agreed to amend the existing Convertible
Loan Notes issued to the Teichmann Group ("ECLN") to extend the
repayment date to 30 November 2025, remove the applicable interest
and amend the conversion price, such that the maximum number of
shares to be issued is unchanged.
(k) Subject to shareholder approval at the AGM, the Company will
issue New Convertible Loan Notes to the Teichmann Group ("NCLN")
for GBP583,746 under the same terms as the amended ECLN.
(l) Subject to shareholder approval a Broker Option has been
agreed which allows subscriptions for up to an aggregate GBP0.3
million at 7p per share with priority given to existing
Shareholders of the Company.
(m) The Company, SP Angel and TCL entered into a relationship
agreement on 4 July 2022. Amongst other things TCL has the right to
appoint up to three Directors to the Board of BlueRock, provided
this is matched by the same number of Independent Directors who
will retain the casting vote.
(n) The Company, Kareevlei, TCL and TSA entered into a
governance agreement on 4 July 2022 relating to Kareevlei which
sets out the future governance of Kareevlei.
Further details of these agreements, and the security provided
to the Teichmann Group in respect of the agreements is given in the
Circular and the agreement are available on the Company's
website.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ('MAR'). Upon the publication of this announcement via
Regulatory Information Service ('RIS'), this inside information is
now considered to be in the public domain.
**ENDS**
For further information, please visit BRD's website
www.bluerockdiamonds.co.uk or contact:
BlueRock Diamonds PLC
Mike Houston m.houston@bluerockdiamonds.co.uk
David Facey, FD dfacey@bluerockdiamonds.co.uk
SP Angel (NOMAD and Broker)
Stuart Gledhill / Caroline Rowe Tel: +44 (0)20 3470 0470
-----------------------------------
St Brides Partners Ltd (Financial
PR) info@stbridespartners.co.uk
Isabel de Salis / Charlotte Page
-----------------------------------
Notes to editors:
BlueRock Diamonds is an AIM-listed diamond producer which
operates the Kareevlei Diamond Mine near Kimberley in South Africa
which produces diamonds of exceptional quality and ranks in the top
ten in the world in terms of average value per carat. The Kareevlei
licence area covers 3,000 hectares and hosts five known
diamondiferous kimberlite pipes. As at February 2021, it was
estimated that the remaining Inferred Mineral Resource from the
four kimberlite pipes (KV1, KV2, KV3 and KV5) represents a
potential inground number of carats of 407,600.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IR GUGDCSDGDGDR
(END) Dow Jones Newswires
September 07, 2022 02:00 ET (06:00 GMT)
Bluerock Diamonds (LSE:BRD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bluerock Diamonds (LSE:BRD)
Historical Stock Chart
From Jul 2023 to Jul 2024
